To the Members
 
 The Directors present their 47th Annual Report and the Audited
 Accounts for the year ended 31.03.2012
 
                                                    (Rs. in Lacs)
                                         31-03-2012   31-03-2011
 
 Profit before finance cost,
 depreciation and tax                       1187.81       924.58
 
 Finance Cost                                884.38       617.35
 
 Depreciation                                231.80       184.25
 
 Profit/(Loss) before tax                     71.63       122.98
 
 Provision for income tax                       -           -
 
 Deferred Ta x Liability/(Asset)                -           -
 
 Net Profit/(Loss)                            71.63       122.98
 
 Amount available for appropriations            -           -
 
 Appropriations :                               -           -
 
 1. General Reserve                             -           -
 
 2. Proposed Dividend                           -           -
 
 3. Tax on Dividend                             -           -
 
 REVIEW OF OPERATIONS
 
 During the year under review the Company could achieve turnover of Rs.
 9,564.20 Lacs against Rs. 11,416.56 Lacs of previous year. The
 reduction in turnover is mainly due to the lack of cooperation from a
 section of employees who eventually resorted to an illegal strike. This
 has significantly affected sales in a crucial fourth quarter. During
 the year orders from oil companies also reduced drastically. Sales of
 other products have been at par with previous year. Though there is
 reduction in turnover, profit before tax of Rs. 71.63 Lacs is achieved
 against Rs.122.98 Lacs of previous year.
 
 FINANCE
 
 The cost of finance has continued to increase in the year under review.
 The Reserve Bank of India''s maintenance of high lending rates for
 financial institutions coupled with a lower turnover and corresponding
 realisation from receivables during the year, has kept your company''s
 liquidity position under tremendous pressure. Directors are making
 every effort to control costs by better working capital management to
 the extent possible and expense reductions.
 
 DIVIDENDS
 
 The year under review has generated a net profit of Rs. 71.63 Lacs. The
 Board felt it appropriate to defer recommendations of any dividend till
 adequate profits are made to clear the deficit in the Profit & Loss
 Account, (P.Y. Nil).
 
 SUBSIDIARY COMPANIES
 
 Intel Instruments & Systems Limited
 
 Intel Instruments & Systems Limited, the export subsidiary at SEZ
 recorded turnover of Rs. 262.82 Lacs during the year as against
 Rs.370.21 Lacs during the previous year. The operations for the year
 have resulted in a loss of Rs. 252.71 Lacs as against loss of Rs. 88.75
 Lacs in the previous year.  The company is evaluating cost cutting
 measures and retrenchment programmes to bring the company back to
 profitability.
 
 Sprylogic Technologies Limited
 
 Sprylogic Technologies Limited, the IT subsidiary recorded turnover of
 Rs. 165.62 Lacs during the year as against Rs.184.14 Lacs in the
 previous year. The operations during the year have resulted into a
 profit before tax of Rs. 7.01 Lacs as against profit before tax of
 Rs.5.72 Lacs during the previous year.
 
 AUDITORS REPORT
 
 Your Directors would like to invite your attention to paragraph 2 and 6
 of the Auditors Report and clarify as under:- Due to inadequate
 turnover Intel made a loss of Rs.  252.71 Lacs for the year under 
 review as against loss of Rs. 88.75 Lacs in the previous year. The 
 Directors are making efforts to improve the performance in coming years, through cost cutting, increasing
productivity and increasing sales. 
 Exposing Intel''s products to foreign countries where specifications 
 and quality standards are stringent brings some indirect benefits to 
 Aplab.  This enables Aplab to use latest technology for domestic 
 market and keep Aplab ahead of the competitors.
 
 There is no default in paying gratuity and leave encashment to
 employees leaving the Company on superannuation or otherwise. As on
 Balance Sheet date the fund amount available with LIC is Rs.33.82 Lacs
 The Company shall contribute/fund past gratuity liability in the coming 
 years.
 
 FIXED DEPOSITS
 
 During the year, fixed deposits of Rs. 77.98 Lacs were accepted and Rs.
 204.30 Lacs were renewed pursuant to provisions of section 58A of the
 Companies Act, 1956. As at year end the Fixed Deposits amounting to
 Rs.17.17 Lacs remained unclaimed.
 
 DIRECTORS
 
 During the year Mrs. A.P. Deodhar and Mr. Mukund Galgali (ZEE Nominee),
 joined the Board as Additional Directors.
 
 Mrs. Neelam K. Kumar resigned as Executive Director from the Board. The
 Board appreciates her valuable guidance and co- operation received
 during her tenure.
 
 In accordance with the clause 132 of the Articles of Association of the
 Company, Mr. Amit Goenka and Mr. Jayant Deo are liable to retire by
 rotation at the forthcoming Annual General Meeting and being eligible
 offer themselves for re-appointment.
 
 AUDITORS
 
 The Auditors, M/s M.P.Chitale & Co., Chartered Accountants, (ICAI
 Registration No.101851W) retire at the forthcoming Annual General
 Meeting. M/s. Shahade & Associates, (ICAI Regn. No. 109840W) have
 furnished a certificate confirming their eligibility for appointment
 under Section 224 of the Companies Act, 1956 and have expressed their
 willingness for appointment as statutory Auditors. You are requested to
 appoint the Auditors for the current year and fix the remuneration.
 
 CORPORATE GOVERNANCE
 
 Your Company is committed towards the Corporate Governance pursuant to
 the provisions of Clause 49 of the Listing Agreement. A separate report
 on Corporate Governance is annexed herewith for your ready reference.
 The Auditors have examined the Company''s compliance and their
 certificate is reproduced in the report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As per Companies amendment Act, 2000, under Section 217(2AA) of the
 Companies Act, 1956, your Directors''
 
 subscribe to the Directors'' Responsibility Statement and confirm as
 under:
 
 i) that in the preparation of the annual accounts, the
 
 applicable accounting standards had been followed along with proper
 explanation relating to material departures;
 
 ii) that the Directors had selected such accounting policies and
 applied them consistently and made judgements and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the company at the end of the financial year and of the
 profit of the company for that period;
 
 iii) that the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities;
 
 iv) that the Directors had prepared the annual accounts on a going
 concern basis.
 
 The Company''s Internal Auditors have conducted periodic audits to
 ensure that established policies and procedures have been followed. The
 Audit Committee met Internal Auditors periodically to review Internal
 Controls and Financial Reporting System.
 
 LISTING OF SECURITIES
 
 The Securities are listed on the stock exchanges at Mumbai, Delhi,
 Chennai & Pune.
 
 PERSONNEL
 
 During the month of March 2012 a section of employees resorted to
 illegal strike having affected performance of power electronics
 department.
 
 The Board appreciates the co-operation and team spirit in the
 Management Cadre and other employees of the company.
 
 PARTICULARS OF EMPLOYEES
 
 Information as required under the provisions of Section 217 (2A) of the
 Companies Act, 1956(the Act) and the rules framed there under forms
 part of this report. However during the year under review, the Company
 had no employee covered by Section 217 (2A) of the Companies Act, 1956.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 OUTGO
 
 A statement furnishing the information as required under the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988 is annexed hereto.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to place on record their appreciation of the
 valuable co-operation and support extended during the year by the
 Company''s Bankers, various Government Bodies and also from the Business
 Partners like Customers, Suppliers, Shareholders and other
 well-wishers.
 
                          For and on behalf of the Board of Directors
 
                          Thane Nishith Deodhar
 14 August, 2012          Managing Director